Explanatory Note
On May 17, 2021, Sugarmade, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Prior Report”) disclosing that, on May 12, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between Carnaby Spot Bay Corp, a California corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Lemon Glow Company, a California corporation (the “Lemon Glow”) and Ryan Santiago (the “Shareholder Representative”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub would merge with and into Lemon Glow, with Lemon Glow being the surviving corporation (the “Merger”).
The Company further disclosed that, on May 14, 2021, the closing of the Merger (the “Closing”) occurred in accordance with the terms of the Merger Agreement on May 14, 2021, and that the Merger was consummated on May 14, 2021 by the filing of a Certificate of Merger with the Secretary of State of the State of California, which was duly filed on May 14, 2021, at which time, the Merger became effective (the “Effective Time”).
However, on May 20, 2021, the Company received a notification from Secretary of State of the State of California stating that the Company’s May 14, 2021 Certificate of Merger filing had been rejected due to certain technical deficiencies in the filing.
Pursuant to the terms of the Merger Agreement, the Merger is consummated at the time when the Certificate of Merger is duly filed with the Secretary of State of California. Since this filing was rejected, the Merger was not consummated.
On May 24, 2021, the parties to the Merger Agreement entered into an Amendment to the Merger Agreement, which contained certain immaterial amendments to the original Merger Agreement in response to the comments from the Secretary of State of California received by the Company in connection with its original Certificate of Merger filing on May 14, 2021. On May 25, 2021, the Company re-filed with the Secretary of State of California for the Closing of the Merger.
If the Secretary of State of California accepts the filing, the Effective Time of the Merger will be May 25, 2021, and the Merger shall be effective as of that date. However, there is no guarantee that the Secretary of State of California will accept this filing. As of the date of this Current Report on Form 8-K, the Company has not received any confirmation of the status of this filing from the Secretary of State of California. However, for purposes of this Current on Form 8-K, the Company has assumed the Effective Time of the Merger is May 25, 2021, and the Merger was consummated as of that date.
